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FWLT » Topics » Following the Redomestication, as a result of increased shareholder approval requirements, we have less flexibility than we had before the Redomestication with respect to certain aspects of capital management.These excerpts taken from the FWLT 10-K filed Feb 24, 2009. Following
the Redomestication, as a result of increased shareholder
approval requirements, we have less flexibility than we had
before the Redomestication with respect to certain aspects of
capital management.
Under Bermuda law, Foster Wheeler Ltd.’s directors were
able to issue, without shareholder approval, any common shares
authorized in Foster Wheeler Ltd.’s memorandum of
association that were not issued or reserved. Bermuda law also
provides the board of directors with substantial flexibility in
establishing the terms of preferred shares. In addition, Foster
Wheeler Ltd.’s board of directors had the right, subject to
statutory limitations, to declare and pay dividends on Foster
Wheeler Ltd.’s common shares without a shareholder vote.
Swiss law allows our shareholders to authorize share capital
that can be issued by the board of directors without shareholder
approval, but our authorization is limited to CHF 189,623,871
divided into 63,207,957 registered shares with a par value of
CHF 3.00 per share and must be renewed by the shareholders every
two years. Additionally, subject to specified exceptions,
including the exceptions described in our articles of
association, Swiss law grants preemptive rights to existing
shareholders to subscribe for new issuances of shares and other
securities. Swiss law also does not provide as much flexibility
in the various terms that can attach to different classes of
shares. For example, while the board of directors of Foster
Wheeler Ltd. could authorize the issuance of preferred stock
without shareholder approval, we may not issue preferred stock
without the approval of
662/3%
of the votes cast and a majority of the par value of the
registered shares
Table of Contents
represented at a general meeting of our shareholders. Swiss law
also reserves for approval by shareholders many corporate
actions over which Foster Wheeler Ltd.’s board of directors
had authority. For example, dividends must be approved by
shareholders. While we do not believe that the differences
between Bermuda law and Swiss law relating to our capital
management will have an adverse effect on us, we cannot assure
you that situations will not arise where such flexibility would
have provided substantial benefits to our shareholders.
Following
the Redomestication, as a result of increased shareholder
approval requirements, we have less flexibility than we had
before the Redomestication with respect to certain aspects of
capital management.
Under Bermuda law, Foster Wheeler Ltd.’s directors were
able to issue, without shareholder approval, any common shares
authorized in Foster Wheeler Ltd.’s memorandum of
association that were not issued or reserved. Bermuda law also
provides the board of directors with substantial flexibility in
establishing the terms of preferred shares. In addition, Foster
Wheeler Ltd.’s board of directors had the right, subject to
statutory limitations, to declare and pay dividends on Foster
Wheeler Ltd.’s common shares without a shareholder vote.
Swiss law allows our shareholders to authorize share capital
that can be issued by the board of directors without shareholder
approval, but our authorization is limited to CHF 189,623,871
divided into 63,207,957 registered shares with a par value of
CHF 3.00 per share and must be renewed by the shareholders every
two years. Additionally, subject to specified exceptions,
including the exceptions described in our articles of
association, Swiss law grants preemptive rights to existing
shareholders to subscribe for new issuances of shares and other
securities. Swiss law also does not provide as much flexibility
in the various terms that can attach to different classes of
shares. For example, while the board of directors of Foster
Wheeler Ltd. could authorize the issuance of preferred stock
without shareholder approval, we may not issue preferred stock
without the approval of
662/3%
of the votes cast and a majority of the par value of the
registered shares
Table of Contents
represented at a general meeting of our shareholders. Swiss law
also reserves for approval by shareholders many corporate
actions over which Foster Wheeler Ltd.’s board of directors
had authority. For example, dividends must be approved by
shareholders. While we do not believe that the differences
between Bermuda law and Swiss law relating to our capital
management will have an adverse effect on us, we cannot assure
you that situations will not arise where such flexibility would
have provided substantial benefits to our shareholders.
Following the Redomestication, as a result of increased shareholder approval requirements, we have less flexibility than we had before the Redomestication with respect to certain aspects of capital management. Under Bermuda law, Foster Wheeler Ltd.’s directors were able to issue, without shareholder approval, any common shares authorized in Foster Wheeler Ltd.’s memorandum of association that were not issued or reserved. Bermuda law also provides the board of directors with substantial flexibility in establishing the terms of preferred shares. In addition, Foster Wheeler Ltd.’s board of directors had the right, subject to statutory limitations, to declare and pay dividends on Foster Wheeler Ltd.’s common shares without a shareholder vote. Swiss law allows our shareholders to authorize share capital that can be issued by the board of directors without shareholder approval, but our authorization is limited to CHF 189,623,871 divided into 63,207,957 registered shares with a par value of CHF 3.00 per share and must be renewed by the shareholders every two years. Additionally, subject to specified exceptions, including the exceptions described in our articles of association, Swiss law grants preemptive rights to existing shareholders to subscribe for new issuances of shares and other securities. Swiss law also does not provide as much flexibility in the various terms that can attach to different classes of shares. For example, while the board of directors of Foster Wheeler Ltd. could authorize the issuance of preferred stock without shareholder approval, we may not issue preferred stock without the approval of 662/3% of the votes cast and a majority of the par value of the registered shares
Table of Contentsrepresented at a general meeting of our shareholders. Swiss law also reserves for approval by shareholders many corporate actions over which Foster Wheeler Ltd.’s board of directors had authority. For example, dividends must be approved by shareholders. While we do not believe that the differences between Bermuda law and Swiss law relating to our capital management will have an adverse effect on us, we cannot assure you that situations will not arise where such flexibility would have provided substantial benefits to our shareholders. | EXCERPTS ON THIS PAGE:
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